General terms and conditions

These general terms and conditions (version dated March 1, 2015) are applied by the private limited liability company M2uur, trading under the names M2uur, M2uur bv and/or Invidu, located at Zutphenseweg 4A in (7418 AJ) Deventer.

 

Article 1 Definitions

1.1 Principal: the natural or legal person who has commissioned the Contractor to manufacture goods or perform work in the broadest sense.

1.2 Contractor: the legal person who has accepted the order as referred to in Article 1.1 or has issued a prior offer or quotation.

1.3 Image development: the physical and/or mental process and resulting concepts, sketches, (semi-)manufactured products, designs, digital files, etc., etc., of the image commissioned by the Client and all resulting costs.

1.4 Layout: the entire work performed to make digitally suitable the design made for the Client and/or visual material supplied by the Client.

1.5 Image carriers: materials on which the design and/or visual material supplied by the Client is produced, reproduced, executed or transferred.

1.6 Assembly: fixing, placing, installing and/or assembling the image carriers referred to under 1.5 and all preparations and post-processing involved.

Article 2 General

2.1 These general terms and conditions shall apply to all offers, legal relationships and agreements between the client and the contractor, unless expressly agreed otherwise in writing.

2.2 Amendments or supplements to these General Terms and Conditions shall be valid only to the extent agreed in writing.

2.3 The applicability of purchase or other conditions of the customer is expressly rejected.

Article 3 Quotations and offers

3.1 The mere submission of a quotation (offer, budget, cost estimate, pre-calculation) or similar communication will not oblige the Contractor to enter into an Agreement with the Principal.

3.2 Quotations issued by the Contractor shall be valid for a period of 90 days from their date, unless otherwise indicated.

3.3 Compiled and/or specified by cost centre does not oblige the contractor to perform part of the work at a corresponding part of the quoted price.

3.4 The quotation, drawings, descriptions, designs and other supporting documents shall remain the property of the contractor. They may not be made available or shown by the Client to third parties with a view to obtaining a comparable quotation.

3.5 The Contractor shall be entitled to charge the costs involved in producing the quotation, if this has been stipulated before the quotation is issued.

Article 4 Conclusion of Agreements

4.1 An agreement is concluded at the moment the contractor and the client confirm the order in writing. The Client acknowledges that electronic and digital forms of communication can establish a valid agreement.

4.2 The scope of the agreement will be determined by the description of work laid down in writing by the parties at the time the agreement is concluded, including all changes agreed further in consultation and in writing.

4.3 The client bears the risk of misunderstandings regarding the content and performance of the agreement if these are caused by specifications that have not been received by the contractor or have not been received correctly, on time or in full.

Article 5 Cancellation

5.1 The Principal shall be entitled to cancel an agreement, provided that the Principal compensates the Contractor for any damage incurred as a result. These damages include losses suffered by the contractor, lost profits and all costs incurred by the contractor up to the moment of cancellation.

5.2 The contractor shall be entitled to cancel an agreement if circumstances arise of such a nature that performance of the agreement is impossible or cannot be required by standards of reasonableness and fairness.

Article 6 Prices and price changes

6.1 All prices issued by the contractor are exclusive of sales tax (VAT) and other levies imposed by local, regional, national and/or international authorities.

6.2 The contractor shall be entitled to increase the agreed price if one or more of the following circumstances occurs after the conclusion of the Agreement: unforeseen increase in the cost of materials, (semi)manufactured products and/or services required for the performance of the Agreement and/or situations occur which are considered force majeure, as referred to in Article 22.

6.3 The contractor is entitled to change the agreed price if the client makes changes to the originally agreed specifications. The contractor will cooperate with these changes within reasonable limits, if the content of the performance to be performed does not substantially differ from the originally agreed performance.

Article 7 Payment

7.1 The client must pay the amounts due under the agreement within 14 days of the invoice date, unless otherwise agreed in writing.

7.2 If the client fails to pay on time as referred to in paragraph 1 of this article, the client shall be in default. In the event of default, in addition to payment of the principal sum, the Principal will owe compensation for statutory interest and collection costs. The contractor may fix the latter costs at 15% of the principal sum with a minimum of €250,00.

7.3 If there is good reason to assume that the Principal will not comply with his obligations punctually, the Principal will be obliged, at the Contractor’s first request, to immediately furnish sufficient security in the form desired by the Contractor.

Article 8 Term of Delivery

8.1 All delivery deadlines stated by the contractor have been established to the best of his knowledge and they will be observed as much as possible. The contractor is not bound by delivery deadlines that cannot be met due to circumstances beyond his control.

8.2 If the parties have agreed an amendment to the Agreement, the Contractor is not bound by any delivery period, whether or not final.

8.3 If there is a risk that any deadline will be exceeded, the Contractor will inform the Principal and the parties will enter into consultations as soon as possible.

8.4 When executing the agreement, the Principal will be obliged to do everything that is reasonably necessary or desirable to enable the Contractor to deliver on time.

Article 9 Copyright

19.1 Copyright, as understood under the Copyright Act 1912, which also includes reproduction (rights), of visual material developed on the Principal’s instructions will in all cases be vested in the Contractor and/or subcontractors used by the Contractor.

19.2 The Client guarantees the Contractor that visual material and related matters provided by the Client will not infringe any rights that third parties may enforce under the Copyright Act 1912 or other national, supranational or international legislation. The Client indemnifies the Contractor both in and out of court against all claims that third parties may enforce under the aforementioned laws or regulations.

19.3 Unless expressly agreed otherwise in writing, the Contractor will always remain the party entitled to any copyright that may arise in respect of works, sketches, models, drawings, digital files, etc., etc., produced by it. These items are not claimable by the Client.

19.4 After delivery by the Contractor, the Client acquires the non-exclusive right to use the image developed for the Agreement. The said right of use is limited to the right of normal use and expressly excludes the use for reproduction.

Article 10 Submission specifications for visual material

10.1 Visual material supplied by the Principal for the purposes of production, reproduction, image development and/or layout must at all times comply with the Contractor’s delivery specifications.

10.2 If visual material does not comply with the delivery specifications referred to in paragraph 1, the contractor will be entitled to increase the agreed price after consultation with the customer. Reasonably unforeseeable circumstances arising from the nature of the images to be edited or produced will also constitute grounds for increasing the agreed price.

Article 11 Material and color samples

11.1 The Principal shall be obliged to carefully examine the material and color samples received for errors and defects and to return them to the Contractor corrected or approved within a reasonable period of time.

11.2 The Client’s approval of material and color samples shall constitute an acknowledgement that the Contractor has correctly performed the work preceding these matters.

11.3 Approved material and color samples give a general impression of the expected appearance, resolution and quality of the final material subject to the margins and deviations permitted in the trade.

11.4 The Contractor is not liable for deviations, errors and defects that have gone unnoticed in material and color samples approved or corrected by the Client.

Article 12 Quality of image carriers.

12.1 Illustrations, drawings and specifications issued by the Contractor regarding the image carrier are not binding and are general representations.

12.2 Samples, samples and proofs issued by the contractor are valid only to indicate the type of the image carrier to be delivered, the quality and composition of which are as generally marketed by the contractor or its suppliers on the day of delivery.

Article 13 Deviations from image carriers

13.1 Deviations between the delivered image carrier and the design, or material or color proof, cannot constitute grounds for rejection, compensation, discount or dissolution of the agreement if they are of minor importance.

13.2 Deviations which, taking all circumstances into account, do not reasonably have any or a minor influence on the use value of the image carrier shall be deemed to be deviations of minor significance.

13.3 The Contractor shall inform the Client about deviations between design and/or material or color proof and image carrier, if these deviations can be caused by or are characteristic of the production process or properties of a specific image carrier.

Article 14 Retention of title

14.1 All items and goods delivered by the Contractor shall remain in its possession as long as all amounts due to the Contractor under the Agreement and other claims have not been paid by the Principal.

14.2 In respect of all other claims which the contractor has or will have against the customer, the contractor shall deliver all image carriers under an undisclosed pledge.

14.3 As long as the amounts due to the contractor have not been paid in full, the customer will not be entitled to pledge the image storage media or to grant third parties any other right thereto.

14.4 If the Client fails to comply with any obligation under the Agreement to the Contractor, the Contractor will be entitled to take back the image carriers without reservations.

14.5 Legal delivery of image carriers and transfer of ownership will not take place until full payment has been made.

Article 15 Goods supplied by the Principal

15.1 If it has been agreed that the Principal will provide goods for processing by the Contractor, the Principal will ensure that they are delivered in a timely and proper manner.

15.2 The Contractor will not guarantee and will not be responsible for the properties and suitability if the Principal has not provided sound information regarding the nature, composition and processing of the goods supplied at the latest at the time of the conclusion of the order.

15.3 The Principal shall be obliged to inform the Contractor of any special difficulties and risks to health and the environment in the processing, treatment and/or transport of goods supplied.

Article 16 Client’s obligations in respect of assembly work

16.1 The Principal will ensure that the Contractor and/or its subcontractor have timely access to the information and approvals required for the assembly work, access to the work site and site facilities (water, electricity, storage, disposal of waste, canteen and toilet facilities).

16.2 The Client shall ensure that work and/or deliveries to be carried out by itself and third parties are timely and correct, so that the assembly work by the Contractor and/or its subcontractor is not hindered or delayed.

16.3 Situations beyond the responsibility of the Contractor and/or its subcontractor which result in hindrance, delay or more work shall be charged to the Principal as additional costs.

Article 17 Contractor’s obligations during assembly work

17.1 The Contractor and/or its subcontractor shall perform the work well and properly and in accordance with the provisions of the Agreement. Chances of damage to persons, property or the environment will be limited as much as possible.

17.2 The Contractor and/or its subcontractor will be obliged to follow the orders and instructions given by the Principal and will point out to the Principal any risks and additional costs that these orders and changes may entail.

17.3 The execution of the work must be such that the completion of the work falls within the agreed period.

17.4 The work and its performance shall be the responsibility of the Client from the time of commencement until the day on which the work is deemed to have been completed.

Article 18 Liability of the Client for Assembly Activities

18.1 The employer bears responsibility for the constructions and working methods prescribed by it or on its behalf, as well as for changes made by it or on its behalf to the constructions and/or working methods prescribed by the contractor.

18.2 The Client is liable for damage resulting from defective building materials and resources that it has made available to the Contractor and/or its subcontractor.

18.3 The Client will be liable for damage to the work caused by work performed or supplies made by third parties on its behalf or on its instructions.

18.4 The Principal is obliged to inform the Contractor and/or its subcontractor of the location of cables and pipes and situations on site that pose risks to health and safety. The measures to be taken by the Contractor and/or its subcontractor as a result of these situations will be at the Principal’s expense.

Article 19 Inspection and Approval

19.1 A reasonable time before the day on which the Work will be completed, the Contractor will invite the Principal to inspect the Work. The inspection of the work must take place within eight days of the invitation at the latest. The inspection will be conducted by the Client in the presence of the Contractor and will serve to determine whether the Contractor has fulfilled its obligations under the Agreement.

19.2 Once the work has been inspected, the employer will notify the contractor in writing within eight days whether or not the work has been approved, in the former case stating any minor defects as referred to in paragraph 6, in the latter case stating the defects that constitute the withholding of approval. If the work is approved, the day on which the relevant notification was sent to the Contractor will be regarded as the day of approval.

19.3 If no written notice of whether or not the Work has been approved is sent to the Contractor within eight days of its inspection, the Work will be deemed to have been approved on the eighth day after its inspection.

19.4 If the employer does not respond to the invitation to inspect, the contractor may send a new request to the employer by registered letter. If the employer does not comply with this repeated request, the work will be deemed to have been approved on the eighth day after the day referred to in the first paragraph.

19.5 The work shall be deemed approved if and insofar as it is put into use. The day on which the work or a part thereof is put into use shall be considered the day of approval of the work or the relevant part.

19.6 Minor defects, which can easily be repaired during the maintenance period, if applicable, shall not be a reason for withholding approval, provided they do not prevent the work from being put into use.

19.7 With regard to a reinspection after withholding of approval, the aforementioned provisions shall apply mutatis mutandis.

19.8 The Contractor and the Principal are entitled to deviate from the process of inspection and approval (Article 19, paragraphs 1 to 7) if they agree in writing on a different method for inspection and approval of work performed and/or items and goods supplied.

Article 20 Completion and maintenance period

20.1 The Work shall be considered completed if it has been or is deemed to have been approved in accordance with Article 19. The day on which the work has been or is deemed to have been approved shall be considered the day on which the work is deemed to have been completed.

20.2 The Contractor shall be obliged to repair the minor defects referred to in Article 19, paragraph 6, as soon as possible. The maintenance period, if agreed, shall be 30 days and shall commence immediately after the day on which the work is deemed to have been completed in accordance with the first paragraph. The Contractor shall be obliged to repair defects that become apparent during the maintenance period, with the exception of situations and damage caused by the Principal or third parties.

20.3 Insofar as any work has to be carried out under the second paragraph, this will be at the Principal’s expense, unless the work relates to the correction of execution errors on the part of the Contractor and/or its subcontractor.

Article 21 Liability after Delivery

21.1 After the expiry of the maintenance period, if agreed, the Contractor will not be liable for defects to the Work, with the exception of defects caused by the fault of the Contractor and/or its subcontractor, which could not reasonably have been recognized earlier by the Principal.

21.2 The Contractor’s liability under the Agreement with the Principal shall be limited to the agreed price (excluding VAT).

21.3 The Contractor will not be liable for shortcomings of persons in its employ or persons acting on a subcontracting basis if the Contractor makes it plausible that it could not have prevented or discovered these shortcomings with normal attention on its part.

21.4 If, after delivery, the Principal has put the manufactured image carriers to use, has treated or processed them, has supplied them to third parties, or has had them put to use, treated or processed them, the Contractor will not be liable for damage of any kind.

21.5 The Contractor’s liability for attributable breach will arise only if the Principal gives it immediate and proper notice of default in writing. Prior to this, the Principal must set a reasonable term for the Contractor to remedy the breach.

21.6 The Contractor shall be entitled to have the damage mitigated or reversed at its own expense.

Article 22 Applicable law

22.1 Dutch law shall apply to the agreement in question.

22.2 Any dispute concerning the conclusion, interpretation or performance of the agreement in question, as well as any other dispute concerning or in connection with the agreement, whether legal or factual, none excepted, shall be settled exclusively by the competent court of the Court of Appeal in Zutphen.

These general terms and conditions have been filed at the Chamber of Commerce in Enschede, The Netherlands.